Establishment and Responsibilities Sample Clauses

Establishment and Responsibilities. The Borrower/Recipient shall establish an entity responsible for the administration, operation and maintenance of the bulk infrastructure for Outgrower Companies for the life of the Sugar Investment with structure, functions and responsibilities acceptable to the Fund, including a full recovery cost mechanism where the Outgrower Companies will finance the entity at full development. The entity will be mandated to manage funds received from Outgrower Companies and will open the necessary accounts.
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Establishment and Responsibilities. In the event that Development Activities are required to obtain Regulatory Approval for the Product in the Territory [***], the Parties shall establish the JDC within a reasonable period following the Effective Date that is mutually acceptable to the Parties (and in any event, within [***] of a request by a Party to establish the JDC). The JDC shall perform the following functions: (a) Review, coordinate, discuss and approve the overall strategy for Developing the Product in the Territory for the Field, including reviewing, coordinating, discussing and approving the overall strategy for seeking Regulatory Approvals for the Product in the Territory for the Field and approving the Development Plan and each annual update and any material amendments thereto; (b) Review, coordinate, discuss and approve the design of the clinical trial protocols and endpoints and oversee the conduct of all clinical trials required as set forth in the Development Plan as well as discuss any Territory Development Activities to be conducted with respect to the Product for the Field; (c) Review any matters related to obtaining and maintaining Regulatory Approvals for the Product in the Territory for the Field, including being informed of the development and contents of all submissions to Regulatory Authorities in the Territory for Regulatory Approvals and all necessary filing and registration activities related thereto; (d) Review, coordinate, discuss and approve any Phase IV Clinical Trials in the Territory, investigator-sponsored studies in the Territory, and any other clinical studies to be conducted in the Territory that are not described in the Development Plan; (e) Facilitate the exchange of information between the Parties under this Agreement regarding the strategy for implementing the Development Activities in the Territory, including sharing Development Data created pursuant to this Agreement and establishing procedures for the efficient sharing of information and materials necessary or useful for the Development of the Product in the Territory for the Field; (f) Review and oversee issues regarding supply of Product for clinical trials and Phase IV Clinical Trials in the Territory under the Development Plan and for anticipated commercial needs; (g) Review and oversee issues regarding pharmacovigilance and safety both inside and outside the Territory; and (h) Have such other responsibilities as may be assigned to the JDC pursuant to this Agreement or as may be mutually agree...
Sample 1
Establishment and Responsibilities. 1. 1Establishment of the Program. (a) Bank and Company are entering into this Agreement to establish a private label revolving consumer credit card program (“PLCC Program”) and a co-branded revolving consumer credit card program (“Co-Brand Program”) for the purpose of broadening and deepening Company’s relationship with customers who become Cardholders. The PLCC Program and Co-Brand Program will be made available to approved consumers in the United States and its territories for the financing of purchases of products and services through the Company Sales Channels and, in the case of the Co-Brand Program, from other retailers at Non-Company Locations, all in accordance with the terms of this Agreement. The PLCC Program and Co-Brand Program are collectively referred to as the “Program.” (b) The Program is intended to be used by Cardholders for purchases made primarily for personal, family or household use and Bank and Company do not intend for credit to be extended under the Program for purchases made primarily for commercial or business purposes. (c) The parties will use commercially reasonable efforts to cause the Program launch to occur by [***], or such other date as the parties may agree in writing (the “Program Commencement Date”); provided that if such date is not the beginning of a calendar month, then the Program Commencement Date will be deemed to be the beginning of the first full calendar month after such date.
Sample 1
Establishment and Responsibilities. The LDS Functions will be governed and overseen by a governing board established through this Agreement as a joint administrative entity pursuant to the Illinois Constitution and Intergovernmental Cooperation Act (the “Governing Board”). The Governing Board’s responsibilities include, without limitation:
Sample 1
Establishment and Responsibilities. At an appropriate and agreed time following the Effective Date, (but no later than [***]prior to anticipated filing for Regulatory Approval in the Territory), the Parties shall establish a joint commercial committee (the “Joint Commercialization Committee” or “JCC”) to oversee Commercialization of the Product in the Territory, including reviewing and approving the Commercialization Plan (and the Commercialization Budget contained therein) and overseeing the implementation of such plan. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Sample 1
Establishment and Responsibilities. At an appropriate time (but at least [***] prior to [***]), the Parties shall establish a joint Product Materials review committee to review, discuss, and determine whether to approve all initial versions of all Product Materials (other than Approved Labeling) and any amendments thereto to be used by each Party in connection with its Medical Affairs activities, Commercialization activities, and Non-Promotional Activities related to the Licensed Products in the Territory under this Agreement (the “PMRC”), as described in Section 6.4 (Medical Education Materials), Section 7.10.1 (Approval and Branding of Training Materials), and Section 7.11 (CAN Product Materials). Each Party shall designate members of the PMRC, such that approval of the PMRC will constitute the approval of its own internal review committee. Each Party may replace its PMRC representatives at any time upon written notice to the other Party. At an appropriate time prior to the First Commercial Sale of the first Licensed Product in the Territory, the Parties will separate the PMRC into two separate committees, one to review and approve Medical Education Materials and the other to review and approve all other Product Materials (other than the Approved Labeling, which will remain subject to the JDC’s [***] pursuant to Section 3.3.3(l) (Specific Responsibilities of the JDC)), and will have members from each Party such that approval of each such committee will constitute the approval of each Party’s own internal review committee. In addition, concurrently with the establishment of the PMRC, the Parties shall establish a committee to resolve disagreements arising at the PMRC (the “Super-PMRC”).
Sample 1
Establishment and Responsibilities. Promptly following the Effective Date, but in no event later than [***] after the Effective Date, the Parties will form a joint steering committee (the “JSC”) to provide oversight and to facilitate information sharing between the Parties with respect to the activities of the Parties under this Agreement. In addition to its overall responsibility to provide oversight and to facilitate information sharing between the Parties with respect to the activities of the Parties under this Agreement, the JSC will: 3.1.1.1. coordinate and share information with respect to the Development, Manufacturing and Commercialization of the Licensed Compound or any Licensed Product (x) in the Territory by Licensee, its Affiliates or Permitted Sublicensees, or their Subcontractors and (y) in and outside the Territory by Licensor, its Affiliates, licensees (including sublicensees), or Subcontractors; 3.1.1.2. coordinate and oversee activities relating to conducting clinical trials and seeking Regulatory Approvals for the Licensed Compound or any Licensed Product, including, for instance, but not limited to (i) reviewing the Development Plan and any amendments thereto, (ii) reviewing and discussing any matters related to obtaining and maintaining the Regulatory Approvals for the Licensed Compound or any Licensed Product in the Field, (iii) coordinate and share information with respect to the Development activities, and all necessarily filing and registration activities for the Regulatory Approvals of the Licensed Compound or any Licensed Product; 3.1.1.3. attempt to resolve in the first instance all matters between the Parties that are in dispute; and 3.1.1.4. have such other responsibilities as may be assigned to the JSC pursuant to this Agreement or as may be mutually agreed upon by the Parties from time to time.
Sample 1
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Related to Establishment and Responsibilities

  • Role and Responsibilities During the Employment Period, the Executive shall serve as Chief Financial Officer of the Company, and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”). At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position hereunder. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

  • Roles and Responsibilities 1. The Donor States shall make funds available in support of eligible programmes proposed by the Beneficiary State and agreed on by the Financial Mechanism Committee within the priority sectors listed in Article 3.1 of Protocol 38c and the programme areas listed in the Annex to Protocol 38c. The Donor States and the Beneficiary State shall cooperate on the preparation of concept notes defining the scope and planned results for each programme. 2. The Beneficiary State shall assure the full co-financing of programmes that benefit from support from the EEA Financial Mechanism 2014-2021 in accordance with Annex B and the programme agreements. 3. The Financial Mechanism Committee shall manage the EEA Financial Mechanism 2014-2021 and take decisions on the granting of financial assistance in accordance with the Regulation. 4. The Committee shall be assisted by the Financial Mechanism Office (hereinafter referred to as the “FMO”). The FMO shall be responsible for the day-to-day operations of the EEA Financial Mechanism 2014-2021 and shall serve as a contact point.

  • Position and Responsibilities During the term of Executive’s employment hereunder, Executive agrees to serve as an Executive Vice President of the Bank. Executive shall perform administrative and management services for the Bank which are customarily performed by persons in a similar executive officer capacity. During said period, Executive also agrees to serve as an officer and director of any subsidiary of the Bank or the Company, if elected.

  • Rights and Responsibilities This Agreement is our standard service agreement. Under this Agreement, we agree to provide and xxxx for Service, and you agree to use and pay for Service, as provided herein and in our other applicable Terms of Service. Our rights and responsibilities, and your rights and responsibilities, are as set forth in this Agreement and our other applicable Terms of Service.

  • Fund Responsibilities 3.1. The management and control of the Fund are vested exclusively in the Fund’s governing body (e.g., the board of directors or trustees for a Fund that is a mutual fund or the Trustee for a Fund that is a collective trust, as applicable) and such officers and agents as may be appointed by the board from time to time, subject to the terms and provisions of the Fund’s Governing Documents. The Fund’s governing body and the duly appointed officers and agents appointed by the governing body on behalf of the Fund will make all decisions, perform all management functions relating to the operation of the Fund and shall authorize all Transactions. Without limiting the foregoing, the Fund shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and inform DST of any errors that it is in a position to identify. (c) Provide DST with timely and accurate information required by DST in order to perform the Services and its duties and obligations hereunder. 3.2. Without limiting DST’s obligations to comply with applicable Law and the Fund’s Governing Documents, the Fund is responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. The Fund will notify DST in writing of any changes to the Fund Governing Documents, with the exception of minutes of meetings of the board of directors, that may materially impact the Services prior to such changes taking effect. DST is not responsible for monitoring compliance by the Fund with (i) Law, or (ii) its respective Governing Documents. 3.3. In the event that Market Data is supplied to or through DST Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by the Fund in connection with the Services and (ii) not be disseminated by the Fund or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither DST nor any Data Supplier shall be liable to the Fund or any other Person for any Losses with respect to Market Data, reliance by DST Associates or the Fund on Market Data or the provision of Market Data in connection with this Agreement. 3.4. The Fund shall deliver, and procure that its agents, counsel, advisors, auditors, and any other Persons promptly deliver to DST all Fund Data. The Fund shall arrange with each such Person to deliver such information and materials on a timely basis, and DST will not be required to enter any agreements with that Person in order for DST to provide the Services. 3.5. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith and without negligence, willful misconduct or fraud, DST Associates shall be entitled to rely on the authenticity, completeness and accuracy of information and communications received by DST Associates from Authorized Persons, or Proper Instructions from the Fund in connection with the performance of the Services and DST’s duties and obligations hereunder, without further enquiry or liability.

  • RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 2.5 Customer may opt out of these Terms and Conditions, but doing so will terminate Services.

  • Responsibilities 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Funds held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds’ foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds’ assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Funds as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Funds with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Funds whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule. 2. For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

  • Duties and Responsibilities (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

  • MANAGEMENT RIGHTS AND RESPONSIBILITIES The Employer through its designated management personnel or agents has the right and responsibility, except as expressly modified by this Agreement, to control, change, and supervise all operations and to direct and assign work to all working forces. Such rights and responsibilities shall include by way of illustration but shall not be limited to: the selection and hiring, training, discipline and discharge, classification, reclassification, layoff, promotion and demotion or transfer of employees; the establishment of work schedules; the allocation of all financial and other resources; the control and regulation of the use of all equipment and other property of the Employer. The Employer shall determine the methods, technological means and qualifications of personnel by and for which operations are to be carried out. The Employer shall take whatever action as may be necessary to carry out its rights in any emergency situation. Application of this Article shall not preclude the use of the grievance procedure as established in this Agreement.

  • IRO Responsibilities The IRO shall: 1. perform each Claims Review in accordance with the specific requirements of the CIA;

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